1.  We have audited the attached Balance sheet of eicher motor S
 limited (the company) as at December 31, 2011, the Profit and loss
 Account and the cash Flow statement of the company for the year ended
 on that date, both annexed thereto. these financial statements are the
 responsibility of the company''s management. our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in india. those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the significant estimates
 made by the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the companies (Auditor''s report) order, 2003 (cAro)
 issued by the central Government in terms of section 227(4A) of the
 companies Act, 1956, we enclose in the Annexure a statement on the
 matters specified in paragraphs 4 and 5 of the said order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report as follows:
 
 (a) we have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 (b) in our opinion, proper books of account as required by law have
 been kept by the company so far as it appears from our examination of
 those books;
 
 (c) the Balance sheet, the Profit and loss Account and the cash Flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 (d) in our opinion, the Balance sheet, the Profit and loss Account and
 the cash Flow statement dealt with by this report are in compliance
 with the Accounting standards referred to in section 211(3c) of the
 companies Act, 1956;
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the said accounts give the information
 required by the companies Act, 1956 in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in india:
 
 (i) in the case of the Balance sheet, of the state of affairs of the
 company as at December 31, 2011;
 
 (ii) in the case of the Profit and loss Account, of the profit of the
 company for the year ended on that date; and
 
 (iii) in the case of the cash Flow statement, of the cash flows of the
 company for the year ended on that date.
 
 5.  on the basis of the written representations received from the
 directors as on December 31, 2011, taken on record by the Board of
 directors, none of the directors is disqualified as on December 31,
 2011 from being appointed as a director in terms of section 274(1)(g)
 of the companies Act, 1956.
 
 Annexure to the auditors'' report (referred to in paragraph 3 of our
 report of even date) having regard to the nature of the company''s
 business/activities/result, clauses 4 (x), (xiii) and (xiv) of cAro are
 not applicable.  
 
 (i) in respect of its fixed assets:
 
 (a) the company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 (b) As explained to us, the company has a programme of physically
 verifying all of its fixed assets over a period of three years and in
 accordance therewith, physical verification of certain fixed assets of
 the company was carried out during the year. in our opinion, the
 frequency of physical verification is reasonable having regard to the
 size of the company and the nature of its fixed assets. the
 discrepancies noticed on such verification were not material and have
 been properly dealt with in the books of account.
 
 (c) the fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the company
 and such disposal has, in our opinion, not affected the going concern
 status of the company.
 
 (ii) in respect of its inventory:
 
 (a) As explained to us, the inventories were physically verified during
 the year by the management at reasonable intervals except for
 inventories lying with third parties at the end of the year for which
 confirmations have been obtained in most of the cases. in our opinion,
 the frequency of the verification was reasonable.
 
 (b) in our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management were reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 (c) in our opinion and according to the information and explanations
 given to us, the company has maintained proper records of its
 inventories and the discrepancies noticed on physical verification of
 inventories as compared to book records were not material and have been
 properly dealt with in the books of account.
 
 (iii) the company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties listed in the
 register maintained under section 301 of the companies Act, 1956.
 
 (iv) in our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the company and the nature of its business with regard
 to purchases of inventories and fixed assets and the sale of goods and
 services. during the course of our audit, we have not observed any
 major weakness in such internal control system.
 
 (v) in respect of contracts or arrangements entered in the register
 maintained in pursuance of section 301 of the companies Act, 1956, to 
 the best of our knowledge and belief and according to the information and 
 explanations given to us:
 
 (a) the particulars of contracts or arrangements referred to in section
 301 that needed to be entered in the register maintained under the said
 section have been so entered.
 
 (b) Where each of such transaction is in excess of Rs. 5 lakhs in
 respect of any party, the transactions have been made at prices which
 are prima facie reasonable having regard to the prevailing market
 prices at the relevant time.
 
 (vi) in our opinion and according to the information and explanations
 given to us, the company has complied with the provisions of sections
 58A and 58AA or any other relevant provisions of the companies Act,
 1956 and the companies (Acceptance of deposits) rules, 1975 with regard
 to the deposits accepted from the public.  According to the information
 and explanations given to us, no order has been passed by the company
 law Board or the national company law tribunal or the reserve Bank of
 india or any court or any other tribunal.
 
 (vii) in our opinion, the company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 (viii) We have broadly reviewed the books of account maintained by the
 company in respect of products where, pursuant to the rules made by the
 central Government, the maintenance of cost records has been prescribed
 under section 209(1) (d) of the companies Act, 1956 and are of the
 opinion that, prima facie, the prescribed accounts and records have
 been made and maintained. We have, however, not made a detailed
 examination of the records with a view to determining whether they are
 accurate or complete.
 
 (ix) According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) the company has been regular in depositing undisputed dues,
 including Provident Fund, investor Education and Protection Fund,
 Employees'' state insurance, income-tax, sales tax, Wealth tax, service
 tax, customs duty, Excise duty, cess and other material statutory dues
 applicable to it with the appropriate authorities. We are informed that
 there are no undisputed statutory dues as at the year end outstanding
 for a period of more than six months from the date they become payable.
 
 (b) According to the information and explanations given to us and the
 records of the company examined by us, there are no disputed dues of
 customs duty, Wealth tax, and cess matteRs.
 
 According to the information and explanations given to us and the
 records of the company examined by us, the details of disputed dues not
 deposited/ deposited under protest of Excise duty, sales tax, service
 tax and income tax dues as at December 31, 2011 are as follows:
 
 Nature of   Nature of   forum 
                         where    amount     amount paid    Period to 
                                                            which
 the
 Statute     dues        dispute 
                         is
                         pending  involved*  under protest  amount
                                                            relate
                                 (Rs. in
                                  millions)  (Rs. in 
                                              millions)
 
 central 
 Excise     Excise 
            duty      - commiss
                        ioner       3.0           -          1995-96 to
                                                             1996-97, 
                                                             2003-
 Act                    of 
                        central 
                        Excise                               04 to 2004
                                                            -05 and 2009
                                                            -10
 
                     - cEstAt      546.8         2.6         1991-92 to 
                                                             1993-94, 
                                                             1995-
                                                             96 to 2000
                                                            -01 and 2002
                                                            -05
 
 sales 
 tax 
 Act      sales 
          tax        - Assessing     0.8          0.8        1994-95 to 
                                                             1998-99, 
                                                             2000-
                       Authority                             01 and 2004
                                                            -05
                     - Appellate    21.8          8.9        1987-88, 
                                                             1993-94 and
                       Authority 
                       up to                                 1998-99 to 
                                                             2008-09
                       commissi
                       oner''s
                       level
 
                     - Appellate 
                       tribunal    67.9          14.1        1989-90 to 
                                                             2004-05
                     - high court  31.6          10.9        1984-85 to 
                                                             1988-89, 
                                                             1990-91 to 
                                                             1994-95, 
                                                             1999-00 to
                                                             2001-02 and
                                                             2004-05
 
 service 
 tax      service 
          tax        - commiss
                       ioner       7.1            -          2003-04 to
                                                             2004-05, 
                                                             2006-
 Act                                                         07 to 2007-
                                                             08 and 2008
                                                             -09
 
                                                             2006-07
                    - appellate 
                      tribunal     0.5            -
 
 income
 tax     income
         tax        - Appellate    138.4          -          2007-08 to 
                                                             2008-09
 Act                  Authority
                      up to
                      commiss
                      ioner''s
                      level
 
                      high 
                      court         3.1           3.1        2004-2005
 
 * Amount as per demand orders including interest and penalty wherever
 indicated in the order.
 
 The details of matters decided in favour of the company where the
 department has preferred appeals at higher levels have not been
 considered in the above table.
 
 (x) in our opinion and according to the information and explanations
 given to us, the company has not defaulted in the repayment of dues to
 banks. the company has not taken any loan from financial institutions
 and has not issued debentures during the year.
 
 (xi) According to the information and explanations given to us, the
 company has not granted any loans and advances during the year on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 (xii) According to the information and explanations given to us, the
 company has not given any guarantee during the year for loans taken by
 others from banks or financial institutions.
 
 (xiii) in our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained.
 
 (xiv) in our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance sheet, we
 report that funds raised on short-term basis have not been used during
 the year for long- term investment.
 
 (xv) As the company has not made any preferential allotment of shares
 during the year, paragraph 4(xviii) of CARO is not applicable.
 
 (xvi) As the company has not issued any debentures during the year,
 paragraph 4(xix) of CARO is not applicable.
 
 (xvii) since the company has not raised any money by way of public
 issue during the year, paragraph 4(xx) of CARO is not applicable.
 
 (xviii) to the best of our knowledge and according to the information
 and explanations given to us, no fraud by the company and no fraud on
 the company has been noticed or reported during the year.
 
                                          For Deloitte Haskins & Sells
 
                                                 chartered Accountants
 
                                              (registration no.015125n)
 
                                                       manjula Banerji
 
 Place: Gurgaon                                                Partner
 
 date: February 11, 2012                       (membership no. 086423)